Common use of Liability; Compliance Clause in Contracts

Liability; Compliance. (i) All Company Benefit Plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) and any award thereunder, in each case that is subject to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code. (ii) Since January 1, 2009, no Company Benefit Plan has been subject to Title IV of ERISA. (iii) (A) there are no pending or, to the Knowledge of Seller, threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Plan, (B) the Company Benefit Plans are not presently under audit or examination (nor, to the Knowledge of Seller, has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, and (C) no material matters are pending with respect to a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programs. (iv) The Company does not have any material Liability in respect of, or obligation to provide, post‑retirement health, medical, life insurance or other welfare benefits for Employees except (A) continuation coverage required under Section 4980B of the Code or other similar Law or (B) coverage or benefits the entire cost of which is borne by the Employee. (v) The execution, delivery and performance of the Transaction Agreements by Seller and the consummation of the transactions contemplated thereby will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee or any increased or accelerated funding obligation with respect to any Company Benefit Plan. No Employee is entitled to any Tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A or 457A of the Code.

Liability; Compliance. (i) All Company Benefit Plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) and any award thereunder, in each case that is subject to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code. (ii) Since January 1, 2009, no Company Benefit Plan has been subject to Title IV of ERISA. (iii) (A) there are no pending or, to the Knowledge of SellerSellers, threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Plan, (B) the Company Benefit Plans are not presently under audit or examination (nor, to the Knowledge of SellerSellers, has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, and (C) no material matters are pending with respect to a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programs. (iv) The Company does not have None of the Companies has any material Liability in respect of, or obligation to provide, post‑retirement post-retirement health, medical, life insurance or other welfare benefits for Employees former or current employees of the Companies except (A) continuation coverage required under Section 4980B of the Code or other similar Law or (B) coverage or benefits the entire cost of which is borne by the Employeeemployee or former employee. (v) The execution, delivery and performance of the Transaction Agreements by Seller Sellers and the Companies and the consummation of the transactions contemplated thereby will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former independent contractor or director of any of the Companies) or any increased or accelerated funding obligation with respect to any Company Benefit Plan. No Employee is entitled to any Tax tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A or 457A of the Code.